XXX- Men
by AddictiveMe127
Summary: Disclaimer : I do not own any characters used in this story. Ever wondered what really happened at the School when they weren't saving the world? Read to find out how lust, love, jealousy and powers mix. (Characters both past and present used for a more interesting story) WARNING MATURE CONTENT READER DISCRETION ADVISED
1. First Time

It was late November the weather had started to cool off outside. Kitty couldn't help but to lay in her bed thinking about how bad she wanted Bobby to keep her warm. She knew if it wasn't for his love for Rouge she could easily have him. Suddenly she heard voices in the hall. It was Bobby and Rouge. She pressed her ear to the door to hear better.

"Rouge wait! Don't leave I know you didn't mean to." Bobby exclaimed

"Just stop!Stop trying to make excuses. Hell I can't even give my boyfriend a kiss without almost killing him. And you just act like it doesn't bother you." Rouge yelled. Kitty could hear her starting to cry. "Can you imagine. If we even tried to fuck you would probably be dead before we even finished."

"I don't care about the sex. I care about you" he said as he reached for her glove covered hand.

She moved away "Bobby when are you going to realize we're never going to have a future together. We'll never have a family, we wouldn't be able to kiss at a wedding. A honeymoon would be pointless. I gotta go. I'm sorry," She cried as she ran out of the school.

Bobby returned to his room. As Kitty sat there she thought to herself this could be her moment maybe she should go comfort him. She put a robe on and walked down to his room. She phased through his bedroom wall.

Bobby must have been getting ready for a shower because there he stood in nothing but a towel. Kitty blushed.

"I'm so sorry. I was just coming to see if you were ok I heard what happened." She apologized.

"Yeah I'm ok I just don't know what to do. She seems to have her mind set."

Kitty walked closer to him "Well maybe she's right Bobby, I mean she could never hold your hand." She grabbed his hand and untied her robe exposing her naked breasts. "Or do this," She moved his hand to her breast.

"Kitty? What are you..." Bobby began. She put her finger his lips.

"She'd kill you if she tried this." She explained as she stepped closer and put his hand on her perfect ass. She threw her arms around him and kissed him hard. Pulling away she looked him in the eyes. "Bobby I want you"

Bobby gently grabbed her ass pulling her closer yet until their bodies were pressed against each other. He lowered his lips to hers and began to make out with her. He felt amazing being able to hold a soft tender woman's body.

Kitty felt his cock get hard through the towel. It felt so big she started to wonder if it would hurt. Suddenly she felt his hands grip slightly harder. She reached down grabbing his hard cock and began to stroke it. "Oh wow Bobby, you're so big!"

"I'm not even fully hard yet," He said with a smirk. He picked her up and she wrapped her legs around his waist. He laid her down on the bed "I want you so bad Kitty,"

"Oh just shut up and kiss me. I've waited too long for this," Kitty exclaimed pulling him down on her. She bit his neck a little before they started kissing again. She played with his big hard cock. He started to rub her throbbing wet pussy through her now soaked pink panties.

Bobby slowly started to kiss down her body. He removed her panties exposing her tight wet pussy. He ran his fingers across her clit making her squirm a little and tried to put 2 in her pussy. "Kitty you're so tight I can't even use 2 fingers" he said as he slid one finger slowly into her wet pussy and licked her clit.

Kitty let out a light moan as her back arched. She reached down and ran her fingers through his hair. He flicked his tounge and fingered her faster. It felt so good she started to moan louder. She felt him slowly put a second finger in. She could feel something building up inside of her "Oh my god! Bobby! Oh oh!" She screamed.

He looked up still fingering her " That's right cum for me Kitty," he instructed. He felt her legs start to tense up and he quickly pulled his fingers out. She let out a loud moan and squirted across the bed. Bobby licked her pussy for a few moments. He stopped and moved up so that he was now on top of her "You taste so good "

"Bobby I should tell you," she was suddenly nervous " I'm... I'm a.. a.. virgin"

"I know, I could tell by how tight u were." He explained as he gently kissed her "Are you sure you want to do this Kitty? I'll understand if you don't want to"

"I'm sure. I've been dreaming about this for a while," Kitty reached down grabbing his hard cock and guiding it slowly to her wet pink pussy. As it slid in slightly she felt a little pain and let out a grunt. "It hurts a little but I still want you to be the one Bobby. Just go slow."

"Ok, I promise I'll go slow until it doesn't hurt," he slowly eased his cock in until he was all the way in. He looked in her eyes and began kissing her. As he gently thrusted in and out he could feel her nails in his back. Though he couldn't tell if it was from pain or pleasure it felt good to him.

Kitty turned her head to the side of his and bit down. She could tell Bobby must have liked it since he thrusted a little bit harder. Kitty let out a moan of pleasure. The pain had stopped. Bobby must have realized this because he began to thrust harder and faster. Making her moan louder and bite harder.

Bobby quickly pulled out and flipped Kitty onto her hands and knees. After positioning himself behind her he reentered her pussy. Now thrusting from behind Bobby reached up grabbing a handful of soft thick brown hair with one hand and placed the other around her throat. Kitty moaned so loud.

She could feel it again. "Oh Bobby I'm gunna cum, oh god!" He didn't stop like he had last time he trusted faster and harder. She started to scream uncontrollably.

"I'm cuming with you baby," Bobby grunted. As he felt Kitty begin to cum he too felt a release as he filled her wet pussy up. When he was done Kitty rolled to her back staring up at him. He gazed upon her beautiful glistening body, he leaned in to kiss her when.

At that very moment the door opened.

"BOBBY! How could you?" Rouge exclaimed.

Bobby quickly pulled a sheet to cover Kitty. And the towel to himself. " Rouge I thought you left,"

"Obviously or I wouldn't have just walked in on you and little miss sunshine! I can't believe I fell for that line " I don't care about the sex" clearly you do Bobby. I'm done!" Rouge yelled. She left the room.

"Bobby I'm sorry, I didn't want to ruin your relationship. I should go. " Kitty exclaimed as she tried gathering her robe and panties she felt his hand grab her.

"Kitty, don't leave. I don't care, she was right her and I won't work. It never would have and it's better it ends now rather then later," he said as he spun her around and kissed her. Her hands gently rested on his chest as the kiss ended "Kitty please just stay the night"


	2. Stormed

When morning came Kitty could hardly believe the events that had happened the night before. As she opened her eyes she could see Bobby across the room. He was standing by the window in a towel the early rays of sun sparkled against his slightly wet body. He turned and looked back at her.

"Well good morning," he said as he walked over to her " how did you sleep?"

"Good, allot better then I normally do. How about you?" She asked with a smile.

"I didn't sleep, I couldn't stop thinking about last night and how amazing it felt to actually touch someone." He explained. He brushed the hair out of her face and kissed her. "I would like it to happen again, if that's something you would like."

Kitty looked up at him " I'd like that allot," she reached for her robe "But Storm is going to be doing room checks soon I should go so we don't get caught,"

"You're right I didn't even think about that. If we got caught we'd probably be kicked out of the school." Bobby said with worry in his voice "When should we do this again?"

As she put on her robe "Whenever you want to" Kitty winked as she phased through the wall. Just then the door opened and Storm entered.

"Just doing a room check," Storm explained "I could have sworn you were talking to someone."

Bobby stuttered "No.. I.. I wasn't talk.. Talking to anyone,"

Storm looked suspicious but didn't question it. "Come see me in my office once you get dressed. I need to talk to you."She left the room. After she had left Bobby began to make his bed. When he moved the blanket he seen something pink. He soon realized that it was Kitty's panties from the night before.

Bobby got dressed and went to see storm as she had requested. He knocked on her office door. " Storm, you wanted to see me" He opened the door.

"Bobby, please have a seat. It has come to my attention that you had a girl in your room last night." Storm explained.

"I'm sorry am I going to be sent home now? I don't want to go back." Bobby pleaded.

"Bobby relax nobody's being sent home. I know nothing happened you wouldn't be alive if it had." Storm explained.

Bobby felt sudden relief she didn't know about Kitty and thought Rouge had spent the night. " Oh. Right Rouge was in my room last night. I'm really sorry,"

"Bobby, it must be hard to be with a girl you can't touch," Storm said as she unzipped his pants " I mean you're a man and men have needs. You have needs Bobby. I don't think its very fair that your needs are neglected"

Bobby didn't know what to do. Should he tell her to stop? Storm has now fully undone his jeans. She was now slowly licking his cock like it was ice cream. It was getting harder. Storm slowly put her full soft lips around the head and began to work her way down.

Storm was sucking as she worked her way down until she had gotten his hard cock fully in her mouth and to the back of her throat. Bobby moaned a little it felt so good. As she sucked harder Bobby could feel the pressure building up inside of him.

He was about to blow his hands moved to Storm's head shoving it down pushing to the back of her throat. He felt her gag a little and he filled her throat with his cum. She pulled his cock out of her mouth and licked the remaining cum off.

"Storm, I don't know what to say. That was really good." Bobby exclaimed as he redid his pants.

"Just don't tell anyone, " Storm explained "Don't want other students thinking I favor you in class"

Bobby left her office and couldn't help thinking about Kitty.


	3. Cold Hearted

Meanwhile in Kitty's room she was taking a shower. And while she was washing she noticed a slight red tint in the soap suds on the floor. She was bleeding. Quickly she finished her shower and went to find someone she could trust, Pixie.

She wandered the school until she found Pixie outside by the fountain. She was talking to Magik and Colossus. "Hey Megan, can I talk to you in private for a minute," Kitty said frantically "It's kind of important."

"Sure. What's up?" Pixie asked as they walked away from the other students.

"Well this is kind of embarrassing, and you can't tell anyone. I lost it last night and now I'm bleeding." Kitty explained.

"What?! With who!?" Pixie exclaimed.

"It was Bobby, I'm worried is bleeding normal?"

"That's crazy you've liked him for so long." she said " and yes after your first time that's perfectly normal. After Havoc I bled for 2 days."

Bobby was now walking towards them. "Stop talking about it he's coming," Kitty squeaked.

"Hey guys, Kitty you left these in my room," Bobby said as he discreetly handed her back her panties " I'm sure you already told Megan. Just don't tell to many people. I'll see you later I hope. Gotta go to class, "

"You will," Kitty giggled. As Bobby walked away Kitty turned to Pixie " Do you think he likes me? Or is it just sex? "

"Its hard to tell. Could be either," Pixie explained. "We better head to class though don't we want to be late"

Kitty headed to class but before she got there somebody grabbed her, pulled her into an empty class room and closed the door. It was dark and she couldn't see who was touching her but it felt good. Their hands moved all over her body as they kissed her against a wall. Whoever it was didn't waste time her shirt was off in a matter of seconds.

"I can't see you. I'm not going to do this with just anyone," Kitty exclaimed slightly pushing them away.

"Kitty it's me, Bobby. I couldn't wait until later. I needed you now.," Bobby explained "I got so horny just seeing you by the fountain the wind blowing your hair. Oh fuck me Kitty,"

"Prove that your Bobby" Kitty said as he gently caressed her breast. Suddenly she felt as though she were freezing she looked around and realized he had frozen the desk behind him. "Ok its you,"

Bobby began to bite her neck as he undid his pants."Kitty have you ever given a blow job?" He inquired.

"No, but it can't be that hard, I'll try anything for you Bobby," she replied as she got to her knees a started to stroke his cock and lick the head. She waited until he got hard and slid his hard cock into her mouth and started to suck.

Bobby couldn't help but think that Storm was so much better. He moved his hands to Kitty's head and guided her down his shaft a few times then pulled her up to her feet. He kissed her before he walked her over to an area in the middle of the room where they could comfortably lay down. Bobby laid down first while Kitty took off her panties.

After removing her panties she lifted her skirt and slowly lowered her wet pussy onto his hard cock. As it entered it hurt slightly until he was fully inside of her. Bobby grabbed her hips and slowly guided her back and forth. Kitty moaned a little. After a few moments Bobby grabbed her breast leaving Kitty to ride his cock how she wanted.

Kitty leaned down to kiss him while she rocked her hips and bounced just slightly. It felt so good, she paced herself to prolong him cumming. The faster she rocked the louder she got. Finally to prevent being caught she bit down and began sucking on his neck. Kitty had cum about 3 times.

"Kitty I'm going to cum," Bobby said " do you want to swallow it?"

"Sure," Kitty lifted off his hard cock and put her mouth on his head. She began to vigorously stroke it until she felt his warm cum fill her mouth. She swallowed it down and wiped her mouth off. "Bobby... I really like you."

" Kitty, Rouge and I just broke up I'm not ready for anything too serious yet. I'm sorry, I didn't mean to give you the wrong impression. I like you but..." Bobby explained as he zipped his pants. "I should probably go to class. See you"


	4. Slippery Pleasures

As Kitty sat there in the dark classroom she began to cry. Bobby was just using her. Her first time meant nothing. Once she was dressed the lights suddenly flipped on. Kitty phased through the floor before whoever it was could see her. She fell right into Cyclops' room.

"Kitty! What are you doing? You could have hurt somebody!" Cyclops exclaimed. He looked at her face "Kitty are you crying? Is everything alright?"

"I'm fine! I'm sorry I didn't mean to fall in your room. The lights in the classroom turned on and I freaked," Kitty apologized.

"Kitty why were you in a classroom with the lights off. Did somebody hurt you?" Cyclops asked as he reached out to hold her "Kitty what happened. You can tell me,"

"I was in there with a boy, and I told him I liked him. All he could say was he had to go to class. I lost it to him I thought he was the one. How could he do this to me. I'm so mad at myself." Kitty cried as she buried her head in his chest " Scott, I don't know what to do. I'm just a stupid easy girl"

"Kitty your far from an easy girl if you just lost it. You're definitely not stupid. You're one of the smartest prettiest young woman I have ever met." Cyclops comforted " Kitty if that guy can't see that then he must be blind,"

"Really?" She asked as she looked up and stared into his bright red goggles. "You think I'm all that stuff"

"I wouldn't lie to you Kitty. You're all that and more." Cyclops said as he wiped a tear from her cheek and gently pressed his lips to hers. They kissed for a couple of minutes. "This isn't the time to do this you're upset. Let me walk you to your room. I'll talk to Professor X and see if I can't get you a few days off until you feel better."

"Thank you Scott. I appreciate it." Kitty thanked as they walked out of his room.

Bobby was coming down the hall when he stopped. "Well Kitty I didn't think you'd find some other dick to jump on that quick. Slut!"

"Listen you little twerp I'm going to give you about 10 seconds to get out of my face before I turn you into a pile of dust." Cyclops said as he stepped between Bobby and Kitty. "And whatever you think you know about this girl you're wrong. She's a good girl just trusted the wrong person,"

"Whatever dude. Have fun," Bobby walked away.

Cyclops walked Kitty back to her room. "Have a good night. Maybe when your feeling better you can come find me."

"Will do Scott," Kitty said as she touched his arm "And thanks for what you did back there. It was really sweet."

Kitty went straight to bed that night. When she woke up she heard Professor X's voice in her head.

"Kitty, Scott has informed me that you are experiencing some emotional distress. He has asked me to grant you 2 days out of class. You will be expected in class on Thursday. I sincerely hope you feel better," He explained.

Kitty was relieved. She walked down to the bathroom to take a shower. She undressed and got in. After a few moments she heard the door open, close and lock. "Hello?" She yelled. There was no answer. She thought it must have been her imagination.

She continued to shower. Her eyes closed to rinse her hair. Suddenly she felt a hand on her waist. She quickly turned around and was surprised to see Cyclops standing in the full nude in the shower with her. "Scott! What are you doing in here? Someone could come in and see you."

He kissed her and ran his hands across her wet body. "I locked the door and put a sign up that says please use other bathroom. Nobody's going to bother us." He explained. Cyclops started to gently rub her breasts and worked his way all over her body. "You're so tense. You need to relax cutie,"

"Scott I don't know what to say, other than. I shouldn't want you this bad." Kitty said "Oh Scott, take me!"

Cyclops turned Kitty around so she was facing the wall in the shower. The warm water ran across their naked bodies as he rubbed her wet pussy. She moaned it felt so wrong but so good. Once his cock was hard he gently slid it in her tight pussy still rubbing her clit. She moaned louder.

Kitty bent slightly over pressing her chest against the wall. Cyclops began thrusting harder and faster. Kitty was screaming while her wet body pressed tighter against the wall. "Oh god Scott, fuck me... Harder. Oh fuck!" She screamed with pleasure.

Cyclops thrusted harder "You like that you dirty girl. You like that cock!" Cyclops smacked her ass and she let out a loud moan.

Kitty was just about to cum for a 2nd time when Cyclops slid his thumb in her ass. It felt so good she let out a scream and came more then she had cum before. "Oh fuck, that feels so good," her hands were frantically reaching for something to grab.

"Don't freak out, just relax I'm going to do something," Cyclops said as he slowly took his hard throbbing cock out of her pussy and eased it into her extremely tight ass. "Holy shit that's tight Kitty, but if you don't like it I'll stop,"

"No, don't stop, please don't stop. Oh my god don't stop!" Kitty screamed! "Cum in my ass! Oh yes fuck cum in my ass!"

Cyclops thrusted slowly until he could be fully in. Once he was fully in it didn't take very long for him to cum. He filled her ass with his cum in a matter of minutes. He pulled his now limp cock out of her tight ass and she moaned again.

Kitty spun around into his arms and pressed her lips to his. "That was amazing Scott. Want to finish the shower with me?"

"I would like that," he replied with a smile.


	5. Urgency

After they had finished showering. Kitty looked at Cyclops. "I already know not to get attached. I mean I know you're with Jean."

"Kitty, Jean and I have an open relationship. We can sleep with other people. Its ok if you get attached. I'm not going anywhere." He explained as he put on his clothes. "We can do this again,and again. But you can experience others if you want. I won't be mad,"

Kitty looked relieved "I would really like to do this again Scott," She put on her clothes and kissed him. "Maybe we should go before someone asks a teacher about the bathroom."

"You're right. You go first," Cyclops suggested. After Kitty left Cyclops wondered what Jean was doing.

Jean had been doing research in her lab for most of the day. It had been a pretty average day for her until around lunch.

"Jean, can I talk to you in your lab please. It's kind of urgent." Wolverine inquired.

"Of course, we can go right now." She replied. As they walked down the corridor to her lab. He extended his razor sharp claws and with one swift movement he had shredded her clothes. Claws away now he lifted her off the ground and slammed her down onto the table in her lab.

"Well Logan I can see this really was Urgent!" She screamed as he shoved his already hard cock into her tight pussy. He ripped off his shirt and her hands instantly reached for his now exposed back. "Oh Logan!"

He thrusted deep and hard. His claws jabbed into the table for stability. He went faster and harder. "Fuck Jean, its been so long" He kissed her soft rose lips biting the bottom one just a little. Her nails scrapped across his back as he thrusted deeper. The table began to slide across the floor.

Her screams got louder. "Fuck me Logan! Shit fuck me!" Suddenly she heard a voice.

("Jean is everything alright. I got a feeling that you were in pain," it was Professor X in her head)

("Professor I'm .. Oh my god... Fine. Its not a good.. Oh fuck me... Time.." She said shutting him out completely)

"Oh fuck, faster Logan I'm almost there,"

She screamed out loud. As he went faster she felt herself go letting out a very load moan and ripping open his back. She may have been done but he wasn't he now put her legs on his shoulders and rammed his hard cock into her ass. She let out another scream only this one was from pain.

The pain quickly turned to pleasure as he pounded his body against her perfect little ass. "You love it and you know it Jean. You like it when I pound your tight little ass, tell me how much you like it!" Wolverine grunted as he continues to mercilessly thrust.

"Logan I fucking love it oh fuck don't stop!" She moaned. She could feel his warm cum fill her up but he didn't stop. "Oh yes! Fuck! Fuck! OH FUCK!" she screamed as she squirted all over him.

Wolverine removed his claws from the table and pulled his cock out of her now swollen pussy. "Its a good thing u have extra clothes in here." He threw her a dress from the cabinet. He put on some pants that were in there. "I seen rouge last night. She was upset something about that Bobby guy cheating on her."

"Yeah he's a little creep. He used sweet Kitty for a booty call. Took her virginity and then made her cry. He deserves anything he gets." Jean explained. "I may have read Scott's mind earlier"


	6. No Touching Allowed

Meanwhile Bobby had just had another "meeting" with Storm. He was walking back to his room when he bumped into Cyclops. "Watch it dude!" He exclaimed.

"Excuse me?" Cyclops said touching his goggles."You might want to check your attitude,"

"Bobby! Stop! Just come with me I want to show you something," Rouge said as she took his hand pulling him away from Cyclops and into his bedroom. She closed and locked the door.

"Rouge what are you doing?" Bobby asked looking around confused.

"Just sit down in that chair. I understand why you did what you did. And I think I might have found a way we can be intimate." She said as she unzipped her jacket.

"If you touch me for too long I'll die so how exactly are we going to be intimate?" He asked still confused. He did as she asked and sat in a chair near his bed.

Rouge dumped out a bag on his bed. She looked at him and said " You'll see," she began undressing. When she was fully naked she laid on his bed. "If you could touch me what would you do to me right now?"

"Well I'd start by feeling your tits, then I'd moved my hand around until I got down to your pussy," Bobby described. As he did she grabbed her breast and massaged them. She moved her hands all over her body until she got down to her pussy.

"Then what?"

Now that he was understanding what was going on. "I'd rub your clit a little until you got wet. Then I'd slid 2 fingers in using my thumb to rub your clit while I fingered your tight wet pussy baby," he described as he pulled out his cock that was getting hard. "I would kiss down your body, you would moan a little because my tounge just ran across your clit. I would then suck on your clit while I finger you,"

Rouge reach to a pile on the bed from her bag grabbing a small vibrator. She placed it directly on her clit while she fingered her wet pussy. "Oh Bobby," she moaned.

Bobby began to stroke his rock hard cock. "I would eat you until you came," he said "Are you going to cum for me baby. Cum for me Rouge."

"I'm cumming for you Bobby. Oh fuck I'm cumming!" She moaned as she felt herself cum all over her hand. "I came what would you do now,"

"I would kiss back up your body and slowly put I hard cock into your pussy," Bobby said now stroking his cock faster. "After I was fully in I'd thrust faster,"

Rouge grabbed a 7in ribbed dildo from the pile on the bed. She slowly inserted in letting out a moan. Once it was all the way in she moved it in and out faster and faster as Bobby gave her direction. "Oh Bobby I love you!" She screamed. "It feels so good baby," she came again all over his bed this time.

"I love you too" Bobby said as he stood up and walked to the bed "Open your mouth,"

Rouge moved closer and opened her mouth as he shot a load all over her face and in her mouth. She swallow what made it in her mouth and used a towel near the bed to wipe off her face. " Bobby I'm going to get the cure so we can be together for real,"


	7. Just a Taste

Kitty could hear Bobby and Rouge down the hall and wondered if everyone had heard her that night. There was a knock on the door. "Come in" she said.

It was Pixie. "Hey how are you doing. You weren't in class today or yesterday I was worried." She asked walking in.

"I'm fine just have a lot going on. Bobby's back with Rouge if you haven't noticed." Kitty explained "Scott asked the professor if I could be out of class the next 2 days,"

"Since when do you talk to Scott?" Pixie asked giving her a look " Oh my god Kitty! You didn't! "

Kitty looked away "I don't want to discuss it."

"Oh that bad?" Pixie giggled " I figured,"

"It wasn't bad it was 20x better then Bobby!" Kitty retorted angrily "He made me cum within minutes,"

"Woah, Kitty I was joking. Calm down," pixie said grabbing Kitty's hand. "Within minutes?"

"Yeah, it was great, he just didn't ," Kitty started "He didn't lick me,"

"You like being licked?" Pixie said moving closer "Kitty have you ever been with another girl?"

"No why would you ask me that Megan?" Kitty asked. She was confused.

"Just relax, you'll like it," Pixie said as she leaned in pressing her lips to Kitty's. Kitty kissed back and they began to make out on the bed. Their hands moving across each others tender bodies.

Pixie removed Kitty's shirt then her own. She kissed down Kitty's neck and ran her tongue across the nipple. Once it was hard she sucked on it and ran her tounge across the top. She moved one hand down to Kitty's pussy under her panties.

Kitty moaned softly. She was getting so wet. Pixie took Kitty's hand and moved it to her pussy guiding it to the clit. "Rub right there, its the best way to get a girl wet." Pixie explained.

Both now rubbing each others pussy. Pixie removed Kitty's panties and her own pants. She spread her legs to show Kitty and pointed at her clit "I want you to suck on this while you put 3 fingers in my wet pussy. You're gunna have to move them in and out fast"

Kitty nodded. Pixie got on top so her pussy was in Kitty's face and Kitty's was in her face. Kitty began to slide her fingers in Pixie's wet pussy and sucked on her clit running her tounge in circles too. Pixie was amazed at how quick she learned.

Pixie began fingering Kitty and sucking her clit. Both girls moaned loudly. "I'm going to cum Pixie, oh fuck I'm going to cum." She moaned as she came .

Pixie licked her cum from her pussy as it oozed out. "Kitty I'm cumming! I want you to lick it! Oh fuck lick it Kitty, " Pixie screamed as she came.

Kitty licked her pussy as she came. "Pixie you taste so good,"

Pixie stood up and put her pants back on. "Kitty you were great for being a first timer. I hope this doesn't change our friendship."

" I don't think it will Pixie. You're my best friend nothings going to change that," Kitty assured her.


	8. Soft as Steel

The next day Kitty felt so good. She walked down the hall with a smile on her face. Until she seen Bobby and Rouge walking towards her. She quickly talked to the first guy she seen. Which had happened to be Colossus.

"Hey Peter, How are you doing," Kitty said making small talk.

"Oh hey Kitty, I'm good and you?" He responded.

"Me I'm great never been better actually. Wow have you been working out?" She exclaimed loud enough for Bobby to hear. She grabbed his arm and squeezed the muscle.

"Kitty, don't you know too many notches in the bed and its going to fall apart?" Rouge chuckled as they passed. "*cough*Slut"

"At least I fucked your boyfriend without killing him!" Kitty blurted out. It was too quick she couldn't stop it.

"What did you say?" Rouge had stopped walking and taken off her glove "I'll show you a deadly touch bitch,"

Kitty was terrified she had completely forgotten she could disappear through the floor. Rouge was going to kill her. Colossus turned to metal and stepped in front of Kitty.

"Out of my way metal boy," Rouge yelled.

"Break it up! Break it up!" Wolverine yelled. "Rouge move along."

"Of course you're going to take her side," Bobby yelled "What did she fuck you too? She's fucked everyone else."

"Move along I'm not going to tell you again," Wolverine said as his claws came out.

Everyone dispersed. Except Colossus and Kitty. "Wow that's some power," Kitty exclaimed. "So do you wanna go get some breakfast? As a thank you its my treat."

"Sounds great. Let's go," Colossus said. They walked down the hall to the cafeteria. As they ate Colossus asked Kitty "Kitty, would you be willing to model for me. I draw and I thought you would be a wonderful model."

"Sure Peter, just need to know when and where?" Kitty replied excited about being a model.

"How does my room at 9 sound?" He asked.

Kitty couldn't stop smiling "I'll be there." The day went on slow. Kitty was so excited to model for Colossus. She went back to her room and packed some cute clothes in case he wanted her in something else for the drawing. She made her way to his room at 9. She knocked on the door.

It swung open and the muscular Colossus was standing there shirtless. "Come in, come in" he said as she stepped through the door.

The room was dimly lit by candles and there were flower petals across the room. "Um, Peter what's going on?" Kitty inquired as she looked around.

He closed the door. "I like the shading the candles give and the petals make a great accent for the picture." He explained "I'm going to have you put this on please and lay on the bed over there,"

Kitty took the bag from his hand and looked inside. It was a long sleek sheer pastel pink evening gown. The only part of it that wasn't see through was the chest. It was beautiful. She changed quickly and laid across the bed, one arm under her head the other draped over her stomach.

"Wow Kitty you look beautiful. I picked that outfit because its elegant, sexy, and still slightly modest." Colossus explained. He began to draw. He worked for an hour straight. He walked over and adjusted Kitty's head and arm. "You are so radiant," he moved the hair out of her eyes.

Kitty put her arm around his neck "Peter, " before she could finish his lips touched hers. They began to make out. His hand stayed at her waist. Kitty could tell he was shy so she moved his hand to her breast. "It's alright, I want you to."

As Colossus gently massaged her breast. Kitty felt different, she felt passion. Colossus made her feel good. His hands gently grazed across her body. She guided his hand to her already wet pussy. He softly rubbed it. She moaned and kissed him harder. She undid his pants.

He lifted her to a sitting position and slowly pulled the gown over her head. Exposing her soft tender breasts and perfectly pink nipples. He laid her back down and kissed her neck, he kissed her shoulder, and finally he kissed her breasts. His tounge gently moved around her nipple.

As she lay there she was completely entranced by the way he was making her feel. He kissed down her stomach to her belly button. He then softly licked up the center of her body until he got to her lips. This made her arch her back slightly. He kissed her again.

"Kitty, I would very much like to..to," he started.

"I already know and the answer is yes." Kitty said as she pulled his hard cock out of his pants. She couldn't believe how big he was had to be at least 10in "I want you to Peter,"

He finished removing his pants and gently eased his big hard cock into Kitty's tight pink wet pussy. He didn't even get the full head in and she moaned in pain. "I'm sorry, I'll stop." He apologized.

"Don't please. Just keep going slow. I want this," Kitty begged.

He nodded. And continued to slowly slide his cock in. With every little bit he could tell he was hurting her. He finally got all the way in. She sighed with relief. He slowly pulled out and gently went back in. Kitty moaned again but this time from pleasure.

As he slowly thrusted in and out Kitty moaned loudly. He kissed her while he thrusted to muffle her moans. She dragged her nails across his back and he thrusted harder making her moan louder.

"Kitty, I'm getting close," he warned.

"Peter please, don't stop yet." Kitty begged.

"Let me try something." He said. He transformed his body to metal. "I don't feel close anymore,"

He thrusted faster. Kitty moaned louder almost screaming now. Colossus went harder and faster. "Oh Peter, I'm cumming! Don't stop, don't stop!" Kitty screamed.

He thrusted faster still until she had cum. He quickly returned from his metal form. He couldn't pull out quick enough and he filled her throbbing pussy with his cum. He laid on the bed next to her gently stroking her hair.

"Kitty," he whispered "I really like you,"

She turned to her side and laid her head on his chest while he ran his fingers through her hair. "I really like you too Peter," she said as she closed her eyes and drifted off to sleep.


	9. Research

Morning came quickly. When Colossus awoke his arm was around Kitty's exposed body. She was holding his large hand close to her face and he could feel her soft breath as she slept. He touched her face with his hand and she woke up.

"Peter.." She said softly "How did you sleep?"

Colossus gently kissed Kitty's soft pink lips. Then said "Much better than I usually do. I got to sleep next to the most beautiful girl in the school,"

"Oh, you're so sweet," Kitty exclaimed. She looked away slightly "Did you mean it? What you said last night, after,"

Colossus touched her shoulder gently. "Of course I meant it Kitty. I really do like you." He pressed his lips to her shoulder. "I have for a long time. You just seemed interested in Bobby. So I didn't say anything."

"Peter, I like you too. I don't want Bobby anymore. He showed who he really is," She turned to look in his deep blue eyes. "I want a guy that makes me feel the way you do. I want to be with you, Peter"

"So, I guess we're together now?" Colossus said as he kissed Kitty's lips. Before they knew it they were making out. He gently ran his fingers down her body. When his hand touch her pussy she cringed.

"Ow, I think you ripped me last night Peter," She moved his hand away. "We might have to wait before we do it again,"

"I'm so sorry Kitty. I didn't mean to hurt you." Colossus apologized.

The door swung open and Cyclops walked in "Room check," He looked around and slightly closed the door so other students couldn't see in. "Kitty, you should get to class. Storm is giving an important lesson today."

Kitty frantically grabbed her clothes and looked at Colossus "He's right I have to go but I'll see you later," as she finished getting dressed she turned to Cyclops "Please don't tell the Professor about this," She ran out of the room and down the hall to class.

Cyclops threw a pair of pants at Colossus. "Get dressed," he said "You have a special class to attend today in Jean's lab. Don't be late." He left closing the door behind him.

Colossus finished getting dressed and walked down the hall. As he neared Jean's lab he seen Wolverine button his shirt as he walked out. As Colossus entered the lab he noticed Jean cleaning papers and pens off the floor.

"Ms. Grey, Cyclops told me I had a class here today." He explained. "So what's the class about? Where are the other students."

"There's no other students coming Peter," Jean explained. "It's just us,"

"I don't understand," Colossus expressed his confusion. "Why am I here?"

Jean approached him running her hand across his chiseled chest. "You're here because I want to do some research on your powers." She looks him up and down. "You are a large muscular man Peter. I'm going to need you to strip down so I can better examine you"

Colossus accepted her request and removed his clothing. She motioned for him to sit in a chair with straps to hold subjects in. He reluctantly obeyed. She strapped him down. He was very confused. "What kind of test are you going to be doing?"

"Well Peter, I'm going to test your stamina while in your natural form then again in your steel form," She began as she finished locking the straps in place. "So tell me does your entire body become steel?" She began to stroke his cock.

"Let me out of here," Colossus demanded. "I'm with Kitty this can't happen."

"Peter relax, Kitty won't mind. Its just research." Jean explained as she continued stroking his growing cock. Once he was fully hard jean began to remove her skirt and panties. She climbed on the chair and slowly lowered herself onto his giant rock hard cock. "Oh, you're so big!"

Colossus couldn't help it. It felt so good he broke the arm straps and grabbed Jean's hips. "Kitty can't know Jean," he slammed her down on his hard cock. He felt no need to be gentle. He had no feelings behind it.

Jean let out a scream half pain, half pleasure. "I swear, she'll never know," Jean bounced up and down on his hard throbbing cock. "Fuck! You feel so good!"

After only a few minutes Colossus could feel himself getting close."Jean, I'm going to cum," he warned as he quickly lifted her from his cock. He came all over the chair and himself.

"Quick change to your steel form now!" Jean instructed. She re positioned herself on his cock.

He obeyed and transformed to his steel form. He began to thrust in and out of her tight pussy. Making her moan louder and louder. He looked past her long auburn hair and was shocked by what he saw. "Scott?! I'm sorry! Please don't hurt me she told me it was research,"

Cyclops walked over to the chair where Jean continued to ride the massive steel cock. "Peter, I'm not mad. I'm not going to hurt you.," he assured as he pressed his lips to Jean's and slapped her perfect ass.

"Hey baby," Jean said as she turned herself into a reverse cowgirl so she could see him. Cyclops undid his pants. She lowered her soft lips to his cock and began to suck on the head.

Colossus continued to pound his hard steel cock into Jean's pussy while she slowly worked her way down Cyclops' now hard cock. She sucked hard and worked her way up and down his shaft.

Cyclops placed his hands on Jean's head ramming his hard cock deep in her throat. He felt himself cum, filling her throat. As he finished Jean pulled his cock out of her mouth and moaned. Colossus was pounding her wet pussy so hard she could hardly keep from screaming.

"Shit! I'm cumming!Oh god it feels so good!" Jean moaned as she came all over Colossus' hard steel cock. She positioned herself facing him now. As he thrusted in and out faster Cyclops slowly slid his cock in her tight ass. "Oh fuck me! Fuck me boys!"

Cyclops began to thrust harder once he was fully inside her. She began to scream from pleasure. "You like these hard cocks don't you Jean," he said as her grabbed a hand full of auburn hair pulling her head back. "You like that baby?"

"Oh fuck! I like it! Fuck me I like it!" She screamed louder. She tried to scratch Colossus but her nails just slid across his steel skin. He quickly pulled completely out and rammed his cock back in making her scream louder. "Fuck! Fuck! Oh fuck!" She came all over his cock again.

Cyclops was now pounding her tight ass. He was close he could feel it. He rammed his hard cock deep in her ass and filled her with his cum.

She moaned loudly as he pulled his cock out and attempted to get off Colossus' cock. "Fuck me I can't take any more! It feels so good!" But Colossus held her hips. He rammed her tight pussy hard and fast. "Oh fuck! Fu..." She screamed as she came again and again soaking Colossus and the chair.

Finally he released her hips and she stood up. Her pussy dripped from cum. Cyclops got to his knees and began to lick her dripping pussy. "Scott! Fuck its sensitive! Oh my god fuck!" She drenched his face with cum. He stood up and unstrapped Colossus who was now in his normal form.

"Did you even get close in your steel form, Peter" Jean asked as she wiped herself off.

Colossus stood up and began to dress. "Not even a little," he chuckled.


End file.
